Unassociated Document


    Exhibit
      10.3

    


    MEMBER
      SERVICES AGREEMENT

    


    This
      Member Services Agreement (this “Agreement”)
      is
      entered into and effective as of May 1, 2007 (the “Effective
      Date”)
      by and
      between WEBDIGS, LLC a Minnesota limited liability company (the “Company”)
      and
      ROBERT BUNTZ, a Minnesota resident (“BUNTZ”).
      Capitalized terms used but not defined in this Agreement shall have the meanings
      ascribed to them in the Company’s Member Control Agreement dated May 1, 2007
      (the “Member
      Control Agreement”).

    


    RECITAL

    


    Buntz
      is
      a founder and Member of the Company. The Company desires to engage Buntz to
      serve as its President & CEO, and Buntz desires to provide such services to
      the Company, pursuant to the terms and conditions set forth in this
      Agreement.

    


    AGREEMENT

    


    In
      consideration of the above recitals and the mutual covenants and conditions
      set
      forth in this Agreement, the Company and Buntz hereby agree as
      follows:

    


    
      	
              1.

            	
              Engagement.
                The Company hereby engages Buntz as its President & CEO, pursuant to
                the terms and conditions of this Agreement, to perform all of the
                duties
                and functions of said position and such other duties and functions
                as the
                Company may from time to time reasonably request (the “Services”).
                Buntz hereby accepts such engagement and agrees to perform and be
                available to perform such Services on a full-time basis. Buntz understands
                that he is a Member of the Company and is not an employee of the
                Company.

            


    

    


    
      	
              2.

            	
              Term
                of Service.
                Buntz’s engagement with the Company as its President & CEO shall
                commence on the Effective Date and shill continue until terminated,
                pursuant to terms and conditions herein below. Buntz understands
                that his
                Agreement and his Services hereunder may be terminated at any time
                by the
                Company with or without cause. Buntz agrees to give no less than
                30 days
                written notice to the Company prior to his resignation as its President
                & CEO.

            


    

    


    
      	
              3.

            	
              Duties.
                Buntz agrees to serve the Company faithfully and to the best of his
                ability and shall devote his full working time, attention and effort
                to
                the business of the Company during his engagement with the Company.
                Buntz
                also agrees that he shall not, during the course of his performance
                of
                Services for the Company, without prior written approval of the Board
                of
                Governors, become an employee, member, director, officer, agent,
                partner
                of or consultant to, or a stockholder of (except a stockholder of
                a public
                company in which Buntz owns less than five percent (5%) of the issued
                and
                outstanding capital stock of such company) any company or other business
                entity which is a competitor, supplier or customer of the
                Company.

            


    

    


    
      	
              4.

            	
              Compensation,
                Benefits and Expenses.

            


    

    


    
      	 	
              4.1

            	
              Compensation.
                Beginning on January 1, 2007, the Company shall pay Buntz compensation
                equal to $120,000 annually, payable in accordance with the Company’s
                regular payroll cycle. This Agreement may be amended from time to
                time by
                agreement in writing between the Company and Buntz to adjust the
                compensation provided for herein, based on Buntz’s performance or the
                performance and financial situation of the
                Company.

            


    

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

       

    

    
      	 	
              4.2

            	
              Benefits.
                While providing Services to the Company, Buntz shall be entitled
                to
                participate in any of the Company’s employee benefits programs available
                to Members to the extent permitted by applicable federal or state
                tax law.
                Buntz agrees to pay all applicable tax liabilities associated with
                such
                payments or benefits.

            


    

    


    
      	 	
              4.3

            	
              Guaranteed
                Payments.
                The Company and Buntz acknowledge and agree that the payments made
                to
                Buntz under Sections 4.1 and 4.2 constitute “guaranteed payments” within
                the meaning of Section 707(c) of the Code, and shall be treated as
                such
                for income tax purposes by the Company and Buntz. Buntz agrees that
                the
                Company shall not make any deductions, withholding or other contributions
                of Social Security, unemployment compensation, income tax or otherwise,
                under any federal, state or local law with respect to payments made
                to him
                under this Agreement. Buntz agrees and understands that he shall
                be solely
                responsible for the payment of all income, self-employment, and other
                applicable taxes that are due with respect to such
                payments.

            


    

     

    
      	 	
              4.4

            	
              Expense
                Reimbursement.
                The Company shall reimburse Buntz for business expenses reasonably
                incurred by Buntz in connection with the performance of Buntz’s duties
                hereunder, upon the presentation by Buntz of receipts and itemized
                of such
                expenditures in accordance with the rules and regulations of the
                Internal
                Revenue Code and the Company’s expense reimbursement
                policies.

            


    

    


    
      	
              5.

            	
              Termination.

            


    

    


    
      	 	
              5.1

            	
              Termination.
                Notwithstanding anything contained herein to the contrary, this Agreement
                and Buntz’s engagement by the Company as is President & CEO may be
                terminated by the Company or by Buntz, for any reason or for no reason,
                upon written notice to the other
                party.

            


    

    


    
      	 	
              5.2

            	
              Termination
                Due to Death.
                This Agreement shall terminate immediately upon the event of Buntz’s
                death. In such event, Buntz’s estate or legal representative shall be paid
                any earned and unpaid compensation, if any, on a pro rata basis for
                period
                through Buntz’s date of death.

            


    

    


    
      	
              6.

            	
              Confidential
                Information.
                

            


    

    


    
      	 	
              6.1

            	
              Definition.
                For purposes of this Agreement, “Confidential
                Information”
                means any information in any way related to the Company that Buntz
                has
                learned or developed since the Company’s inception and any information
                that Buntz learns or develops during the course of his Services to
                the
                Company that derives independent economic value from being not generally
                known or readily ascertainable by other persons who could obtain
                economic
                value from its disclosure or use. Confidential Information includes,
                but
                is not limited to, information contained in or relating to technology
                and
                development plans or proposals, source code, marketing plans or proposals,
                strategies, financial statements, budgets, pricing formulas, customer
                and
                supplier information, employee information and other proprietary
                information of the Company, whether written, oral or communicated
                in
                another medium, whether disclosed directly or indirectly, whether
                disclosed prior to or after the date of this Agreement, whether originals
                or copies and whether or not legal protection has been obtained or
                sought
                under applicable law. Buntz shall treat all such information as
                Confidential Information regardless of its source and whether or
                not
                marked as confidential.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    
      	 	
              6.2

            	
              Restriction.
                Except as permitted by the Board of Governors, during the term of
                Buntz’s
                engagement with the Company (except as may be reasonable in conjunction
                with Buntz’s duties hereunder) and at all times thereafter, Buntz shall
                not directly or indirectly use or disclose any Confidential Information
                to
                any person, firm, corporation, association or other entity for any
                reason
                or purpose without the prior written consent or authorization of
                the Board
                of Governors. Such restriction shall continue to be binding upon
                Buntz
                after termination and is an independent covenant. Buntz recognizes
                that
                the Confidential Information constitutes a valuable asset of the
                Company
                and hereby agrees to act in such a manner as to prevent its disclosure
                and
                use by any person unless such use is for the benefit of the Company.
                Buntz’s obligations under this Section 6 are unconditional and will not
                be
                excused by any conduct on the part of the Company, except prior voluntary
                approval of disclosure by the Company of the Confidential
                Information.

            


    

    


    
      	 	
              6.3

            	
              Return
                of Confidential Information.
                Upon the termination of Buntz’s engagement with the Company, for whatever
                reason, Buntz shall promptly deliver the Company all originals and
                copies
                in his possession or control of all documents, records, software,
                media
                and other materials containing any Confidential
                Information.

            


    

    


    
      	
              7.
                

            	
              Inventions.

            


    

    


    
      	 	
              7.1

            	
              Obligation
                to Disclose.
                Buntz hereby agrees to disclose promptly to the Company (or any persons
                designated by it) all developments, designs, creations, improvements,
                original works of authorship, formulas, processes, know-how, techniques
                and/or inventions, (hereinafter referred to collectively as “Inventions”)
                (i) which are made or conceived or reduced to practice by Buntz,
                either
                alone or jointly with others, during the term of this Agreement,
                or which
                are reduced to practice during the period of twelve (12) months following
                the termination of this Agreement, that relate to in the present
                or future
                business of the Company; or (ii) which result from tasks assigned
                Buntz by
                the Company, or from Buntz’s use of the premises or other resources owned,
                leased or contracted by the
                Company.

            


    

    


    
      	 	
              7.2

            	
              Obligation
                to Assign.
                Buntz agrees that all such inventions which the Company determines
                to, be
                related to its business or its, research or development, or which
                result
                from work performed by Buntz for the Company, shall be the sole and
                exclusive property of the Company and its assigns, and the Company
                and its
                assigns shall have the right to use and/or to apply for patents,
                copyrights or other statutory or common law protections for such
                Inventions in any and all countries. Buntz further agrees to assist
                the
                Company in every proper way (but at the Company’s expense) to obtain and
                from time to time enforce patents, copyrights and other statutory
                or
                common law protections for such Inventions in any and all countries.
                To
                that end, Buntz will execute all documents for use in applying for
                and
                obtaining such patents, copyrights and other statutory or common
                law
                protections therefor and enforcing the same, as the Company may desire,
                together with any assignments thereof to the Company or to persons
                or
                entities designated by the Company.

            


    

     

    
      	 	
              7.3

            	
              Scope.
                Buntz’s obligations under this Section 7 shall continue beyond the
                termination of this Agreement, but the Company shall compensate Buntz
                at a
                reasonable rate after such termination for time actually spent by
                Buntz at
                the Company’s request in providing such assistance. Any provision in this
                Agreement requiring Buntz to assign Buntz’s rights in any Invention to the
                Company shall not apply to any Invention for which no equipment,
                supplies,
                facility or trade secret information of the Company was used and
                which was
                developed entirely on Buntz’s own time, and (1) which does not relate (a)
                directly to the business of the Company or (b) to the Company’s actual or
                demonstrably anticipated research or development, or (2) which does
                not
                result from any work performed by Buntz for the
                Company.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    
      	
              8.

            	
              Non-Compete
                and Non-Solicitation.
                The Company and Buntz agree that the Company would be substantially
                harmed
                if Buntz competes with the Company during the one year period after
                termination of this Agreement or termination of Buntz’s Services
                hereunder. Therefore, the Company and Bums agree as
                follows:

            


    

    


    
      	 	
              8.1

            	
              No
                Competing Business.
                During the term of this Agreement, and for a period of one year after
                the
                termination of this Agreement, regardless of the reason for such
                termination, Buntz agrees to not, directly or indirectly, engage
                in any
                business that is in competition with the Company within the geographic
                area being served by the Company. Buntz also agrees not to plan or
                otherwise take any preliminary steps, either alone or in concert
                with
                others, to set up or engage in any business enterprise that would
                be in
                competition with the Company. For purposes of this Agreement, the
                Company
                is in the business of providing products and services to facilitate
                and
                enhance sales of real estate, including real estate brokerage services,
                title and property insurance services, and mortgage brokerage services
                and
                may engage in other or additional businesses over
                time.

            


    

    


    
      	 	
              8.2

            	
              No
                Solicitation of Customers.
                During the term of this Agreement, and for a period of one year after
                the
                termination of this Agreement, regardless of the reason for such
                termination, Buntz agrees to not, directly or indirectly, solicit
                or work
                for any former or current customers of the Company, nor divert any
                business from the Company. Buntz agrees that for the same one year
                period
                after Buntz ceases working for the Company, Buntz shall not in any
                way
                contact, attempt to contact, interfere or attempt to interfere with
                the
                Company’s relationships with any of its customers. During the one year
                period after the termination of this Agreement, if any of the Company’s
                customers; without solicitation by Buntz, contact Buntz about performing
                work for said customer in any way related to the business of the
                Company,
                Buntz shall obtain written permission from the Company’s Board of
                Governors before performing such
                work.

            


    

     

    
      	 	
              8.3

            	
              No
                Solicitation of Employees.
                During the term of this Agreement and for a period of one year after
                the
                termination of this Agreement, regardless of the reason for such
                termination, Buntz agrees to not directly or indirectly, solicit
                for
                employment, employ, or otherwise contract with for services, any
                of the
                Company’s employees, consultants or subcontractors on behalf of himself or
                other person or entity.

            


    

    


    
      	 	
              8.4

            	
              No
                Employment with Customers.
                During the term of this Agreement, and for a period of one year after
                the
                termination of this Agreement, regardless of the reason for Buntz’s
                termination, Buntz shall not, directly or indirectly, become employed
                with
                or provide any services to any customer of the
                Company.

            


    

     

    
      	
              9.

            	
              Remedies
                for Breach of Agreement.
                Buntz recognizes that if he violates any portion of this Agreement,
                irreparable damage will result to the Company that could not be remedied
                by monetary damages. As a result Buntz hereby agrees that in the
                event of
                any breach by him of any portion of this Agreement, or in the event
                of
                apparent danger of such breach, the Company shall be entitled, in
                addition
                to any other legal or equitable remedies available to it, to an injunction
                to restrain such breach, without the necessity of posting a bond
                or
                complying with any similar
                requirement.

            


    

    


    
      
         

      

      
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              10.

            	
              Miscellaneous.

            


    

    


    
      	 	
              10.1

            	
              Integration.
                This Agreement embodies the entire agreement and understanding by
                and
                between the Company and Buntz relative to the subject matter hereof
                and
                supersedes all prior agreements and understandings relating to the
                same.

            


    

    


    
      	 	
              10.2.

            	
              Applicable
                Law.
                This Agreement and the right of the Company and Buntz hereunder shall
                be
                governed by and construed and enforced in accordance with the laws
                of the
                State of Minnesota. The venue for any action hereunder shall be in
                the
                State of Minnesota, whether or not such venue is or subsequently
                becomes
                inconvenient, and the Company and Buntz hereby consent to the jurisdiction
                of the courts of the State of Minnesota, County of Hennepin, and
                the U.S.
                District Court, District of
                Minnesota.

            


    

    


    
      	 	
              10.3

            	
              Modification.
                This Agreement shall not be modified or amended except by a written
                instrument signed by the Company and
                Buntz.

            


    

    


    
      	 	
              10.4
                

            	
              Waiver.
                No Waiver of any term, condition or covenant of this Agreement by
                the
                Company or by Buntz shall be deemed a waiver of any subsequent breaches
                of
                the same or other terms, conditions or covenants hereof by such
                party.

            


    

    


    
      	 	
              10.5

            	
              Counterparts.
                This Agreement may be executed in several counterparts and as so
                executed
                shall constitute one agreement binding on the parties
                hereto.

            


    

    


    
      	 	
              10.6

            	
              Severability.
                The invalidity or partial invalidity of any portion of this Agreement
                shall not invalidate the remainder thereof, and said remainder shall
                remain in full force and effect. Moreover; if one or more of the
                provisions contained in this Agreement shall, for any reason, be
                held to
                be excessively broad as to scope, activity, subject or otherwise,
                so as to
                be unenforceable at law, such provision or provisions shall be construed
                by the appropriate judicial body by limiting or reducing it or them,
                so as
                to be enforceable to the maximum extent compatible with then applicable
                law.

            


    

    


    
      	 	
              10.7

            	
              Survival.
                The Company and Buntz acknowledge and agree that the provisions of
                this
                Agreement which by their terms extend beyond the termination of this
                Agreement and the termination of Buntz’s engagement hereunder shall
                continue in full force and effect notwithstanding the termination
                of this
                Agreement or termination of Buntz’s
                engagement.

            


    

    


    
      	 	
              10.8

            	
              Binding
                Effect.
                Except as herein or otherwise provided to the contrary, this Agreement
                shall be binding upon and inure to the benefit of the parties and
                their
                respective heirs, successors, assigns and personal representatives;
                provided, however, that neither party may assign its rights or obligations
                hereunder without other the prior written consent of the other
                party.

            


    

    


    
      	 	
              10.9

            	
              Notices.
                All notices, requests and other communications hereunder shall be
                given in
                writing and deemed to have been duly given or served if personally
                delivered, or sent by first class, certified mail, return receipt
                requested, postage prepaid, to the party at the address as provided
                below,
                or to such other address as such party may hereafter designate by
                written
                notice to the other party: (a) if to the Company, to the address
                of its
                then principal office, and (b) if to Buntz, to the address last shown
                in
                the records of the Company.

            


    

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    
      	 	
              10.10

            	
              Captions.
                The various headings or captions in this Agreement are for convenience
                only and shall not affect the meaning or interpretation of this
                Agreement.

            


    

    


    


    


    


    [Remainder
      of this Page Blank. Signature Page Follows.]

     

    
      
         

      

      
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    The
      parties have executed this Member Services Agreement to be made effective as
      of
      the Effective Date.

    


    
      	 	COMPANY:
	 	 	 
	 	WEBDIGS
              LLC
	 	 	 
	 	 	 
	 	/s/
              Robert Buntz 
	 	By:	Robert
              Buntz 
	 	Its:
              	CEO 
	 	 	 
	 	 	 
	 	MEMBER:
	 	 	 
	 	 	 
	 	/s/
              Robert Buntz 
	 	Robert Buntz,
              Individually


    

    


    


    


    


    [Signature
      Page to WebDigs, LLC/Buntz Member Services Agreement]

     

    
      
         

      

      
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